8-K
BERKSHIRE HATHAWAY INC (BRK-B)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 6, 2021
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| DELAWARE | 001-14905 | 47-0813844 |
|---|---|---|
| (STATE OR OTHER JURISDICTION<br> <br>OF INCORPORATION) | (COMMISSION<br> <br>FILE NUMBER) | (I.R.S. EMPLOYER<br> <br>IDENTIFICATION NO.) |
| 3555 Farnam Street | ||
| Omaha, Nebraska | 68131 | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
(402) 346-1400
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbols | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A Common Stock | BRK.A | New York Stock Exchange |
| Class B Common Stock | BRK.B | New York Stock Exchange |
| 0.750% Senior Notes due 2023 | BRK23 | New York Stock Exchange |
| 1.125% Senior Notes due 2027 | BRK27 | New York Stock Exchange |
| 1.625% Senior Notes due 2035 | BRK35 | New York Stock Exchange |
| 1.300% Senior Notes due 2024 | BRK24 | New York Stock Exchange |
| 2.150% Senior Notes due 2028 | BRK28 | New York Stock Exchange |
| 0.625% Senior Notes due 2023 | BRK23A | New York Stock Exchange |
| 0.000% Senior Notes due 2025 | BRK25 | New York Stock Exchange |
| 2.375% Senior Notes due 2039 | BRK39 | New York Stock Exchange |
| 0.500% Senior Notes due 2041 | BRK41 | New York Stock Exchange |
| 2.625% Senior Notes due 2059 | BRK59 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02 | Results of Operations and Financial Condition. |
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On November 6, 2021, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the third quarter and first nine months ended September 30, 2021. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
| ITEM 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit 99.1 | Berkshire Hathaway Inc. Earnings Release Dated November 6, 2021. |
| --- | --- |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| November 8, 2021 | BERKSHIRE HATHAWAY INC. |
|---|---|
| /s/ Marc D. Hamburg | |
| By: Marc D. Hamburg | |
| Senior Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
BERKSHIRE HATHAWAY INC.
NEWS RELEASE
| FOR IMMEDIATE RELEASE | November 6, 2021 |
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Omaha, NE (BRK.A; BRK.B) –
Berkshire’s operating results for the third quarter and first nine months of 2021 and 2020 are summarized in the following paragraphs. However, we urge investors and reporters to read our 10-Q, which has been posted at www.berkshirehathaway.com. The limited information that follows in this press release is not adequate for making an informedinvestment judgment.
Earnings of Berkshire Hathaway Inc. and its consolidated subsidiaries for the third quarter and first nine months of 2021 and 2020 are summarized below. Earnings are stated on an after-tax basis. (Dollar amounts are in millions, except for per share amounts).
| Third Quarter | First Nine Months | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||
| Net earnings attributable to Berkshire shareholders | $ | 10,344 | $ | 30,137 | $ | 50,149 | $ | 6,686 | ||
| Net earnings includes: | ||||||||||
| Investment and derivative gains/losses – | ||||||||||
| Investments^(1)^ | 3,823 | 24,771 | 29,363 | 1,271 | ||||||
| Derivatives | 55 | (34 | ) | 616 | (506 | ) | ||||
| 3,878 | 24,737 | 29,979 | 765 | |||||||
| Impairments of intangible assets^(2)^ | — | (78 | ) | — | (10,980 | ) | ||||
| Operating earnings | 6,466 | 5,478 | 20,170 | 16,901 | ||||||
| Net earnings attributable to Berkshire shareholders | $ | 10,344 | $ | 30,137 | $ | 50,149 | $ | 6,686 | ||
| Net earnings per average equivalent Class A Share | $ | 6,882 | $ | 18,994 | $ | 33,025 | $ | 4,160 | ||
| Net earnings per average equivalent Class B Share | $ | 4.59 | $ | 12.66 | $ | 22.02 | $ | 2.77 | ||
| Average equivalent Class A shares outstanding | 1,503,013 | 1,586,698 | 1,518,513 | 1,607,041 | ||||||
| Average equivalent Class B shares outstanding | 2,254,518,838 | 2,380,046,304 | 2,277,769,582 | 2,410,561,550 |
Note: Per share amounts for the Class B shares are 1/1,500^th^ ofthose shown for the Class A.
| ^(1)^ | Generally Accepted Accounting Principles (“GAAP”) require that we include the changes in unrealized<br>gains/losses of our equity security investments as a component of investment gains/losses in our earnings statements. In the table above, investment gains/losses in 2021 include after-tax gains of<br>$3.1 billion in the third quarter and $26.9 billion in the first nine months and in 2020 include $22.4 billion in the third quarter and $2.3 billion in the first nine months due to changes during the third quarter and the<br>first nine months in the unrealized gains that existed in our equity security investment holdings. Investment gains/losses in 2021 also include after-tax realized gains on sales of investments of<br>$757 million in the third quarter and $2.4 billion in the first nine months and in 2020 include $3.1 billion during the third quarter and $552 million during the first nine months. |
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The amount of investment gains/losses in any given quarter is usually meaningless and delivers figures for net earnings per share thatcan be extremely misleading to investors who have little or no knowledge of accounting rules.
| ^(2)^ | Impairments of intangible assets in the first nine months of 2020 include charges of $9.8 billion recorded<br>in the second quarter attributable to impairments of goodwill and certain identifiable intangible assets that were recorded in connection with Berkshire’s acquisition of Precision Castparts Corp. in 2016. |
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An analysis of Berkshire’s operating earnings follows (dollar amounts are in millions).
| Third Quarter | First Nine Months | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||
| Insurance-underwriting | $ | (784 | ) | $ | (213 | ) | $ | 356 | $ | 956 |
| Insurance-investment income | 1,161 | 1,015 | 3,588 | 3,769 | ||||||
| Railroad, utilities and energy | 3,034 | 2,742 | 7,244 | 6,257 | ||||||
| Other businesses | 2,706 | 2,346 | 8,329 | 5,833 | ||||||
| Other | 349 | (412 | ) | 653 | 86 | |||||
| Operating earnings | $ | 6,466 | $ | 5,478 | $ | 20,170 | $ | 16,901 |
Approximately $7.6 billion was used to repurchase Berkshire shares during the third quarter bringing the nine month total to approximately $20.2 billion. On September 30, 2021 there were 1,493,097 Class A equivalent shares outstanding. At September 30, 2021, insurance float (the net liabilities we assume under insurance contracts) was approximately $145 billion, an increase of $7 billion since yearend 2020.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures. The reconciliations of such measures to the most comparable GAAP figures in accordance with Regulation G are included herein.
Berkshire presents its results in the way it believes will be most meaningful and useful, as well as most transparent, to the investing public and others who use Berkshire’s financial information. That presentation includes the use of certain non-GAAP financial measures. In addition to the GAAP presentations of net earnings, Berkshire shows operating earnings defined as net earnings exclusive of investment and derivative gains/losses and impairments of goodwill and intangible assets.
Although the investment of insurance and reinsurance premiums to generate investment income and investment gains or losses is an integral part of Berkshire’s operations, the generation of investment gains or losses is independent of the insurance underwriting process. Moreover, as previously described, under applicable GAAP accounting requirements, we are required to include the changes in unrealized gains/losses of our equity security investments as a component of investment gains/losses in our periodic earnings statements. In sum, investment gains/losses for any particular period are not indicative of quarterly business performance.
About Berkshire
Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing and services. Common stock of the company is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
Cautionary Statement
Certain statements contained in this press release are “forward looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and actual results may differ materially from those forecasted.
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Contact
Marc D. Hamburg
402-346-1400